EXHIBIT 4.2
INSTRUMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as
September 15, 1997, among AK Steel Corporation (the "Issuer"), a corporation
duly organized and existing under the laws of the State of Delaware, AK Steel
Holding Corporation (the "Holding Company"), a corporation duly organized and
existing under the laws of the State of Delaware, The Bank of New York, a New
York banking corporation (the "Resigning Trustee"), and The Fifth Third Bank, an
Ohio banking corporation ("Fifth Third");
WHEREAS, the Issuer has issued $325,000,000 aggregate principal amount
of its 10-3/4% Senior Notes due 2004 (the "Notes"), under an Indenture dated as
of April 1, 1994 (the "Indenture"), between the Issuer, the Holding Company, as
guarantor, and the Resigning Trustee; and
WHEREAS, Section 7.8 of the Indenture provides that the Trustee may at
any time resign by giving written notice thereof to the Issuer of the Notes then
outstanding; and
WHEREAS, the Resigning Trustee represents that it has given such
notice, a form of which is annexed hereto as Exhibit A; and
WHEREAS, Section 7.8 of the Indenture further provides that, if the
Trustee shall resign, the Issuer shall appoint a successor Trustee; and
WHEREAS, the Issuer, by a resolution adopted by its Board of Directors
on July 17, 1997, authorized the appointment of Fifth Third as successor
Trustee, such appointment to become effective as of the date hereof upon the
execution and delivery of this Instrument by all the parties hereto; and
WHEREAS, Section 7.8 of the Indenture provides that the successor
Trustee appointed as provided therein shall execute, acknowledge and deliver to
its predecessor Trustee and to the Issuer, an instrument in writing accepting
such appointment and thereupon such successor Trustee without any further act
shall become fully vested with all the rights, powers, trusts, duties and
obligations of its predecessor; and
WHEREAS, no successor Trustee shall accept such appointment unless at
the time of such acceptance such successor Trustee shall be qualified and
eligible under the provisions of Section 7.10 of the Indenture; and
WHEREAS, Fifth Third is qualified, eligible and willing to
accept such appointment as successor Trustee;
NOW THEREFORE, THIS INSTRUMENT OF RESIGNATION, APPOINTMENT, AND
ACCEPTANCE, WITNESSETH: that for and in consideration of the premises and of
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, it is hereby covenanted, declared and decreed by the
Issuer, the Holding Company, the Resigning Trustee and Fifth Third as follows:
1. The resignation of the Resigning Trustee as Trustee and its
discharge from the trust created by the Indenture shall be effective as of the
date hereof upon the execution and delivery of this Instrument by all the
parties hereto.
2. The Issuer, in the exercise of the authority vested in it
pursuant to Section 7.8 of the Indenture, hereby accepts the resignation of the
Resigning Trustee and appoints Fifth Third as successor Trustee with all the
properties, rights, powers and duties under the Indenture, such appointment to
be effective as of the date hereof upon the execution and delivery of this
Instrument by all the parties hereto.
3. Fifth Third hereby represents that it is qualified and
eligible under the provisions of Section 7.10 of the Indenture to be appointed
successor Trustee and hereby accepts its appointment as successor Trustee,
pursuant to Section 7.8 of the Indenture, effective as of the date hereof upon
the execution and delivery of this Instrument by all parties hereto, and hereby
assumes the rights, powers and duties of the Trustee under the Indenture,
subject to all terms and provisions therein contained.
4. The Resigning Trustee hereby grants, gives, bargains,
sells, remises, releases, conveys, confirms, assigns, transfers, and sets over
to Fifth Third, as such successor Trustee, and its successors and assigns, all
properties, rights, powers, trusts, duties and obligations under the Indenture,
subject to the lien provided for in Section 7.7 thereof; and the Resigning
Trustee does hereby duly assign, transfer and deliver all property, securities
and moneys held by Resigning Trustee as Trustee to Fifth Third as successor
Trustee. The Issuer and the Holding Company, for the purpose of more fully and
certainly vesting in and confirming to Fifth Third, as such successor Trustee,
said properties, rights, powers and duties, and at the request of Fifth Third,
join in the execution hereof.
5. The Resigning Trustee hereby represents and warrants to
Fifth Third that:
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a. No covenant or condition contained in the
Indenture has been waived by the Resigning Trustee or by the
Noteholders of the percentage in aggregate principal amount of
the Notes required by the Indenture to effect any such waiver.
b. There is no action, suit or proceeding pending
or, to the best knowledge of the Resigning Trustee,
threatened against the Resigning Trustee before any court
or governmental authority arising out of any action or
omission by the Resigning Trustee as Trustee under the
Indenture.
6. This Instrument may be executed in any number of
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same instrument.
7. Each of the Issuer, the Holding Company, the Resigning
Trustee and Fifth Third acknowledges receipt of an executed counterpart of this
Instrument.
8. Unless otherwise defined herein, all terms used herein
which are defined in the Indenture shall have the meanings assigned to them in
the Indenture.
9. This Instrument shall be governed by and construed in
accordance with the laws of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this
Instrument of Resignation, Appointment and Acceptance to be duly executed all as
of the day and year first above written.
AK STEEL CORPORATION,
as Issuer
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------
Attest: Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice
President, Chief
/s/ Xxxxxx X. Xxxxxx Financial Officer
---------------------
AK STEEL HOLDING CORPORATION,
as Guarantor
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------
Attest: Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice
President, Chief
/s/ Xxxxxx X. Xxxxxx Financial Officer
---------------------
THE BANK OF NEW YORK,
as Resigning Trustee
By: /s/ X.X. Xxxxxxxxxx
--------------------
Attest: Name: X.X. Xxxxxxxxxx
Title: Vice President
/s/ Xxxxxxx X. XxxXxxxxx
-------------------------
THE FIFTH THIRD BANK,
as Successor Trustee
By: /s/ Xxxxx Xxxxx
-------------------
Attest: Name: Xxxxx Xxxxx
Title: Vice President
/s/ Xxxxxx X. Xxxxxxxx
-----------------------
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Exhibit A
[THE BANK OF NEW YORK LETTERHEAD]
_________ __, 1997
AK Steel Corporation
AK Steel Holding Corporation
000 Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxx X. Xxxxx, Esq.
Re: Resignation as Trustee
Dear Xx. Xxxxx:
Reference is hereby made to that certain Indenture, dated as
of April 1, 1994, as amended and supplemented, among AK Steel Corporation (the
"Company"), AK Steel Holding Corporation and The Bank of New York, as Trustee,
relating to the Company's 10-3/4% Senior Notes Due 2004 (the "Indenture").
Please be advised that pursuant to Section 7.8 of the Indenture, The Bank of New
York hereby resigns as Trustee thereunder. This resignation shall become
effective upon the receipt by the undersigned of the written acceptance of
appointment of a successor Trustee. Upon receipt of such acceptance of
appointment, the undersigned shall promptly transfer all property held by it as
Trustee to the successor Trustee, subject to the lien provided for in Section
7.7 of the Indenture.
Please acknowledge your receipt and acceptance of this letter
of resignation by signing and returning to the undersigned the enclosed copy of
this letter.
Very truly yours,
THE BANK OF NEW YORK
By:________________________
Name:
Title:
ACKNOWLEDGED AND ACCEPTED as of the date above:
AK STEEL CORPORATION AK STEEL HOLDING CORPORATION
By:____________________ By:_________________________
Name: Name:
Title: Title:
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